If Henan Xinyuan commits
a fundamental breach, Minsheng’s remedies include (1) demanding all unpaid rent due, remaining rent not yet due, penalty
interest, damages and other expenses from Henan Xinyuan; (2) repossession of the Aircraft without judicial procedure; (3) demanding
all damages and expenses as a result of Henan Xinyuan’s breach including litigation costs and attorney fees; and (4) termination
of this Agreement, etc. Minsheng may additionally demand that Henan Xinyuan shall indemnify Minsheng for payments made and expenses
incurred in sale or disposal of the Aircraft and other remedies in relation to sale or disposal of the Aircraft.



**Transfer and Pledge
of Contractual Rights**


Minsheng can transfer
all or part of the rights under the Agreement to a third party without prior consent by Henan Xinyuan. However, such transfer or
any pledge of the Aircraft shall not interfere with Henan Xinyuan’s rights and obligations under the Agreement.


 


Without prior written
approval by Minsheng, Henan Xinyuan shall not assign or pledge any rights or obligations under the Agreement.


 


**Option at the End
of the Lease**


Henan Xinyuan shall purchase
the Aircraft at the end of the lease term upon full payment of all rents and other payment under the Agreement. The deposit in
the amount of RMB42.1 million may be used as full and final payment to Minsheng to purchase the Aircraft. Henan Xinyuan may purchase
the Aircraft at any time during the term of the Agreement upon full payment of unpaid rent.


 


**Governing Law and
Dispute Resolution**